| Delaware                        |   | 14-1818394          |
|---------------------------------|--------|---------------------|
|                            |   |                |
| (State or other jurisdiction of |   | (I.R.S. Employer    |
| Incorporation or organization)  |   | Identification No.) |

| 14362 N. Frank Lloyd Wright Blvd., Suite 1103, Scottsdale, AZ                                                                  | 85260      |
|--------------------------------------------------------------------------------------------------------------------------------|------------|
|                 (Address of principal executive offices) | (Zip Code) |

| Large accelerated filer   ̈     | Accelerated filer   ̈ |
|-----------------------------------------------|-------------------------------------|
|                                          |                                |
| Non-accelerated filer    o     | Smaller reporting company x         |
| (Do not check if a smaller reporting company) |                                |

----

| PART I                                                                                                               | 1      |
|----------------------------------------------------------------------------------------------------------------------|--------|
| Item 1. Business.                                                                                                    |   |
| Item 1A. Risk Factors                                                                                                |   |
| Item 1B. Unresolved Staff Comments                                                                                   |   |
| Item 2. Properties                                                                                                   |   |
| Item 3. Legal Proceedings                                                                                            |   |
| Item 4. [Removed and Reserved.]                                                                                      |   |
| PART II                                                                                                              |   |
| Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities |   |
| Item 6. Selected Financial Data                                                                                      |   |
| Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations                        | 1      |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk                                                  |   |
| Item 8. Financial Statements and Supplementary Data                                                                  | 8      |
| Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure                         |   |
| Item 9A. Controls and Procedures                                                                                     |   |
| Item 9B. Other Information                                                                                           |   |
| PART III                                                                                                             |   |
| Item 10. Directors, Executive Officers, and Corporate Governance                                                     |   |
| Item 11. Executive Compensation                                                                                      |   |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters              |   |
| Item 13. Certain Relationships and Related Transactions, and Director Independence                                   |   |
| Item 14.  Principal Accountant Fees and Services                                                           |   |
| Item 15. Exhibits and Financial Statement Schedules                                                                  | 41     |

----

----

----

----

----

----

----

|   | · | Proved oil and gas reserves; |
|--------|--------|------------------------------|

|   | · | Expected future cash flow from proved oil and gas properties; |
|--------|--------|---------------------------------------------------------------|

|   | · | Future exploration and development costs; and |
|--------|--------|-----------------------------------------------|

|   | · | Future dismantlement and restoration costs. |
|--------|--------|---------------------------------------------|

----

----

|                                                                                                                                                                                      | Page   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                      |   |
| Reports of Independent Registered Public Accounting Firms                                                                                                                                 | 10     |
|                                                                                                                                                                                      |   |
| Consolidated balance sheets as of December 31, 2010, 2009 and 2008                                                                                                                        | 16     |
|                                                                                                                                                                                      |   |
| Consolidated statements of operations for the years ended December 31, 2010, 2009 and 2008 and for the period from inception of development stage (January 1, 2009) to December 31, 2009  | 17     |
|                                                                                                                                                                                      |   |
| Consolidated statement of stockholders’ equity for the years ended December 31, 2010, 2009 and 2008                                                                                 | 18     |
|                                                                                                                                                                                      |   |
| Consolidated statements of cash flows for the years ended December 31, 2010, 2009 and 2008, and for the period from inception of development stage (January 1, 2009) to December 31, 2009 | 19     |
|                                                                                                                                                                                      |   |
| Notes to consolidated financial statements                                                                                                                                                | 22     |

----

----

----

----

----

----

----

|                                                                                                                                                                              |   | December 31, |       |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|------------|
|                                                                                                                                                                              |   | 2010         |       |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                              |   |         |       |   | (As Restated) |   |   | (As Restated) |   |
|                                                                                                                                                                              |   |         |       |   |   |   |   |   |   |
| ASSETS                                                                                                                                                                            |   |         |       |   |   |   |   |   |   |
|                                                                                                                                                                              |   |         |       |   |   |   |   |   |   |
| Current Assets:                                                                                                                                                                   |   |         |       |   |   |   |   |   |   |
| Cash                                                                                                                                                                              |   | $            | 209,004    |   |   | $ | 102,008 |   |   | $ | 13,957 |   |
| Advances and other receivables                                                                                                                                                    |   |         | 7,753      |   |   |   | 137,776 |   |   |   | - |   |
| Total current assets                                                                                                                                                              |   |         | 216,757    |   |   |   | 239,784 |   |   |   | 13,957 |   |
|                                                                                                                                                                              |   |         |       |   |   |   |   |   |   |   |   |   |
| Property and equipment, net                                                                                                                                                       |   |         | -          |   |   |   | - |   |   |   | 804 |   |
| Investments in non-consolidated affiliates                                                                                                                                        |   |         | -          |   |   |   | - |   |   |   | 1,780,024 |   |
| Investment in mineral properties                                                                                                                                                  |   |         | 98,260     |   |   |   | - |   |   |   | - |   |
| Investments in unproved oil and gas properties                                                                                                                                    |   |         | 1,972,050  |   |   |   | 1,470,713 |   |   |   | - |   |
| Other assets                                                                                                                                                                      |   |         | 6,368      |   |   |   | 39,508 |   |   |   | 650 |   |
|                                                                                                                                                                              |   |         |       |   |   |   |   |   |   |   |   |   |
| TOTAL ASSETS                                                                                                                                                                      |   | $            | 2,293,444  |   |   | $ | 1,750,005 |   |   | $ | 1,795,435 |   |
|                                                                                                                                                                              |   |         |       |   |   |   |   |   |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                              |   |         |       |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                              |   |         |       |   |   |   |   |   |   |   |   |   |
| Current Liabilities:                                                                                                                                                              |   |         |       |   |   |   |   |   |   |   |   |   |
| Accounts payable                                                                                                                                                                  |   | $            | 109,960    |   |   | $ | 134,192 |   |   | $ | 363,004 |   |
| Accrued expenses                                                                                                                                                                  |   |         | 414,548    |   |   |   | 364,770 |   |   |   | 1,363,395 |   |
| Convertible debt                                                                                                                                                                  |   |         | -          |   |   |   | - |   |   |   | 253,740 |   |
| Notes payable                                                                                                                                                                     |   |         | 808,365    |   |   |   | 805,605 |   |   |   | 461,208 |   |
| Total current liabilities                                                                                                                                                         |   |         | 1,332,873  |   |   |   | 1,304,567 |   |   |   | 2,441,347 |   |
|                                                                                                                                                                              |   |         |       |   |   |   |   |   |   |   |   |   |
| Commitments and Contingencies                                                                                                                                                     |   |         |       |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                              |   |         |       |   |   |   |   |   |   |   |   |   |
| Stockholders' Equity:                                                                                                                                                             |   |         |       |   |   |   |   |   |   |   |   |   |
| Preferred stock $0.0001 par value authorized 10,000,000 shares; no shares issued and outstanding at December 31, 2010 ,2009 and 2008, respectively                                |   |         | -          |   |   |   | - |   |   |   | - |   |
| Common stock $0.0001 par value authorized 250,000,000 shares; 28,647,687, 24,211,475 and22,493,955 shares issued and outstanding at December 31, 2010,2009 and 2008, respectively |   |         | 2,864      |   |   |   | 2,421 |   |   |   | 2,249 |   |
| Additional paid-in capital                                                                                                                                                        |   |         | 5,560,099  |   |   |   | 4,137,095 |   |   |   | 3,782,767 |   |
| Earnings (deficit) accumulated during the development stage                                                                                                                       |   |         | (136,631   | ) |   |   | 736,850 |   |   |   | - |   |
| Accumulated deficit                                                                                                                                                               |   |         | (4,430,928 | ) |   |   | (4,430,928 | ) |   |   | (4,430,928 | ) |
| Accumulated other comprehensive loss                                                                                                                                              |   |         | (34,833    | ) |   |   | - |   |   |   | - |   |
| Total stockholders' equity (deficit)                                                                                                                                              |   |         | 960,571    |   |   |   | 445,438 |   |   |   | (645,912 | ) |
|                                                                                                                                                                              |   |         |       |   |   |   |   |   |   |   |   |   |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                        |   | $            | 2,293,444  |   |   | $ | 1,750,005 |   |   | $ | 1,795,435 |   |

----

|                                                                                                                                        |   | Years Ending December 31, |       |   | For the period fromJanuary 1, 2009 (inception of the development stage) to |   |
|---------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|------------|--------|--------------------------------------------------------------------------------------|--------|
|                                                                                                                                        |   | 2010                      |       |   | 2009                                                                                 |   |   | 2008 |   |   | December 31, 2010 |   |
|                                                                                                                                        |   |                      |       |   | (As Restated)                                                                        |   |   |   |   |   |   |   |
| Revenue:                                                                                                                                    |   |                      |       |   |                                                                                 |   |   |   |   |   |   |   |
| Sales commissions                                                                                                                           |   | $                         | -          |   |                                                                                 | $      | - |   |   | $ | 43,365 |   |   | $ | - |   |
|                                                                                                                                        |   |                      |       |   |                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| Costs and expenses:                                                                                                                         |   |                      |       |   |                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| General and administrative expenses                                                                                                         |   |                      | 824,570    |   |                                                                                 |   | 493,904 |   |   |   | 1,490,333 |   |   |   | 1,318,474 |   |
| Loss on sale of investments                                                                                                                 |   |                      | -          |   |                                                                                 |   | 157,939 |   |   |   | 860,000 |   |   |   | 157,939 |   |
|                                                                                                                                        |   |                      | 824,570    |   |                                                                                 |   | 651,843 |   |   |   | 2,350,333 |   |   |   | 1,476,413 |   |
| Loss from continuing operations                                                                                                             |   |                      | (824,570   | )      |                                                                                 |   | (651,843 | ) |   |   | (2,306,968 | ) |   |   | (1,476,413 | ) |
|                                                                                                                                        |   |                      |       |   |                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| Foreign exchange loss                                                                                                                       |   |                      | (5,445     | )      |                                                                                 |   | - |   |   |   | - |   |   |   | (5,445 | ) |
| Interest income                                                                                                                             |   |                      | -          |   |                                                                                 |   | 37,696 |   |   |   | 26,386 |   |   |   | 37,696 |   |
| Interest expense                                                                                                                            |   |                      | (43,466    | )      |                                                                                 |   | (113,712 | ) |   |   | (6,746 | ) |   |   | (157,178 | ) |
| Other income                                                                                                                                |   |                      |       |   |                                                                                 |   | 582,441 |   |   |   | - |   |   |   | 582,441 |   |
| Gain on deconsolidation of variable interest entity                                                                                         |   |                      |       |   |                                                                                 |   | 882,268 |   |   |   | - |   |   |   | 882,268 |   |
| Income (loss) from continuing operations before provision for income taxes                                                                  |   |                      | (873,481   | )      |                                                                                 |   | 736,850 |   |   |   | (2,287,328 | ) |   |   | (136,631 | ) |
| Provision for income taxes                                                                                                                  |   |                      | -          |   |                                                                                 |   | - |   |   |   | - |   |   |   | - |   |
| Net income (loss) from continuing operations                                                                                                |   |                      | (873,481   | )      |                                                                                 |   | 736,850 |   |   |   | (2,287,328 | ) |   |   | (136,631 | ) |
| Discontinued operations:                                                                                                                    |   |                      |       |   |                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| Loss on disposal of Far East operations and South American Hedge Fund operations, and United States construction technology activities |   |                      | -          |   |                                                                                 |   | - |   |   |   | (2,310,473 | ) |   |   | - |   |
| Net income (loss)                                                                                                                           |   | $                         | (873,481   | )      |                                                                                 | $      | 736,850 |   |   | $ | (4,597,801 | ) |   | $ | (136,631 | ) |
| Net income (loss) per common share:                                                                                                         |   |                      |       |   |                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| Basic and Diluted                                                                                                                           |   |                      |       |   |                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| Net income (loss) from continuing operations                                                                                                |   | $                         | (0.03      | )      |                                                                                 | $      | 0.03 |   |   | $ | (0.11 | ) |   |   |   |   |
|                                                                                                                                        |   |                      |       |   |                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| Net loss from discontinued operations                                                                                                       |   | $                         | -          |   |                                                                                 | $      | - |   |   | $ | (0.11 | ) |   |   |   |   |
|                                                                                                                                        |   |                      |       |   |                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| Net income (loss) per common share                                                                                                          |   | $                         | (0.03      | )      |                                                                                 | $      | 0.03 |   |   | $ | (0.22 | ) |   |   |   |   |
|                                                                                                                                        |   |                      |       |   |                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average common shares - basic and diluted                                                                                          |   |                      | 27,124,031 |   |                                                                                 |   | 22,779,263 |   |   |   | 20,858,566 |   |   |   |   |   |

----

|                                                                                          |   | Number of |       |   |   |   |   |    |   |   | Earnings (Deficit)           |   |   | Retained  |     |   | Accumulated         |   |       | Total            |   |
|-----------------------------------------------------------------------------------------------|--------|-----------|------------|--------|--------|--------|--------|---------|--------|--------|------------------------------|--------|--------|-----------|----------|--------|---------------------|--------|------------|------------------|--------|
|                                                                                          |   | Common    |       |   | Common |   |   | Paid in |   |   | Accumulated                  |   |   | Earnings  |     |   | Other Comprehensive |   |       | Stockholders'    |   |
|                                                                                          |   | Shares    |       |   | Stock  |   |   | Capital |   |   | During the Development Stage |   |   | (Deficit) |     |   | Income (Loss)       |   |       | Equity (Deficit) |   |
| Balance, January 1, 2008                                                                      |   |      | 13,000,000 |   |   | $      | 1,300  |    |   | $      | 2,598,700                    |   |   | $         | -        |   |                | $      | 1,869,468  |             |   | $ | - |   |   | $ | 4,469,468 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Effect of reverse acquisition                                                                 |   |      | 7,888,295  |   |   |   | 789    |    |   |   | 7,099                        |   |   |      | -        |   |                |   | (1,716,087 | )                |   |   | - |   |   |   | (1,708,199 | ) |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Issuance of common stock for services (valued at $0.20 - $0.50 per share)                     |   |      | 1,055,000  |   |   |   | 106    |    |   |   | 238,394                      |   |   |      | -        |   |                |   | -          |             |   |   | - |   |   |   | 238,500 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Issuance of common stock for debt (valued at $0.50 - $0.70 per share)                         |   |      | 230,057    |   |   |   | 23     |    |   |   | 143,577                      |   |   |      | -        |   |                |   | -          |             |   |   | - |   |   |   | 143,600 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Issuance of common stock for interest (valued at $0.50 - $0.70 per share)                     |   |      | 11,563     |   |   |   | 1      |    |   |   | 7,047                        |   |   |      | -        |   |                |   | -          |             |   |   | - |   |   |   | 7,048 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Contribution from stockholder                                                                 |   |      | -          |   |   |   | -      |    |   |   | 1,000                        |   |   |      | -        |   |                |   | -          |             |   |   | - |   |   |   | 1,000 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Stock based compensation expense                                                              |   |      | -          |   |   |   | -      |    |   |   | 786,980                      |   |   |      | -        |   |                |   | -          |             |   |   | - |   |   |   | 786,980 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Net loss                                                                                      |   |      | -          |   |   |   | -      |    |   |   | -                            |   |   |      | -        |   |                |   | (4,584,309 | )                |   |   | - |   |   |   | (4,584,309 | ) |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Balance, December 31, 2008, as previously reported                                            |   |      | 22,184,915 |   |   |   | 2,219  |    |   |   | 3,782,797                    |   |   |      | -        |   |                |   | (4,430,928 | )                |   |   | - |   |   |   | (645,912 | ) |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Restatement (see Note 2)                                                                      |   |      | 309,000    |   |   |   | 30     |    |   |   | (30                          | )      |   |      | -        |   |                |   | -          |             |   |   | - |   |   |   | - |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Balance December 31, 2008, as restated                                                        |   |      | 22,493,955 |   |   |   | 2,249  |    |   |   | 3,782,767                    |   |   |      | -        |   |                |   | (4,430,928 | )                |   |   | - |   |   |   | (645,912 | ) |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Issuance of common stock for services (valued at $0.60 per share)                             |   |      | 200,000    |   |   |   | 20     |    |   |   | 119,980                      |   |   |      | -        |   |                |   | -          |             |   |   | - |   |   |   | 120,000 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Issuance of common stock toward debt conversion (valued at $0.58 per share)                   |   |      | 60,000     |   |   |   | 6      |    |   |   | 34,994                       |   |   |      | -        |   |                |   | -          |             |   |   | - |   |   |   | 35,000 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Issuance of common stock for services (valued at $0.40 per share)                        |   |      | 28,572     |   |   |   | 3      |    |   |   | 9,997                        |   |   |      | -        |   |                |   | -          |             |   |   | - |   |   |   | 10,000 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Issuance of common stock for services (valued at $0.15 per share)                             |   |      | 130,000    |   |   |   | 13     |    |   |   | 19,487                       |   |   |      | -        |   |                |   | -          |             |   |   | - |   |   |   | 19,500 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Sales of common stock (valued at $0.06 to $0.23 per share)                                    |   |      | 1,298,748  |   |   |   | 130    |    |   |   | 169,870                      |   |   |      | -        |   |                |   | -          |             |   |   | - |   |   |   | 170,000 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Net income                                                                                    |   |      | -          |   |   |   | -      |    |   |   | -                            |   |   |      | 736,850  |   |                |   | -          |             |   |   | - |   |   |   | 736,850 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Comprehensive income (loss)                                                                   |   |      | -          |   |   |   | -      |    |   |   | -                            |   |   |      | -        |   |                |   | -          |             |   |   | - |   |   |   | - |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Balance December 31, 2009, as restated                                                        |   |      | 24,211,275 |   |   |   | 2,421  |    |   |   | 4,137,095                    |   |   |      | 736,850  |   |                |   | (4,430,928 | )                |   |   | - |   |   |   | 445,438 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Issuance of common stock for services and mineral property valued at $0.28 to $0.42 per share |   |      | 667,355    |   |   |   | 67     |    |   |   | 234,713                      |   |   |      | -        |   |                |   | -          |             |   |   | - |   |   |   | 234,780 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Sales of common stock valued at $0.15 to $0.50 per share                                      |   |      | 3,769,057  |   |   |   | 376    |    |   |   | 1,188,291                    |   |   |      | -        |   |                |   | -          |             |   |   | - |   |   |   | 1,188,667 |   |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Net loss                                                                                      |   |      |       |   |   |   |   |    |   |   |                         |   |   |      | (873,481 | )      |                |   | -          |             |   |   | - |   |   |   | (873,481 | ) |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Foreign currency adjustment - comprehensive loss                                              |   |      |       |   |   |   |   |    |   |   |                         |   |   |      | -        |   |                |   | -          |             |   |   | (34,833 | ) |   |   | (34,833 | ) |
|                                                                                          |   |      |       |   |   |   |   |    |   |   |                         |   |   |      |     |   |                |   |       |             |   |   |   |   |   |   |   |   |
| Balance December 31, 2010                                                                     |   |      | 28,647,687 |   |   | $      | 2,864  |    |   | $      | 5,560,099                    |   |   | $         | (136,631 | )      |                | $      | (4,430,928 | )                |   | $ | (34,833 | ) |   | $ | 960,571 |   |

----

|                                                                                   |   | Years ending December 31, |      |   | For the period fromJanuary 1, 2009(inception of thedevelopment stage) to |   |
|----------------------------------------------------------------------------------------|--------|---------------------------|-----------|--------|--------------------------------------------------------------------------|--------|
|                                                                                   |   | 2010                      |      |   | 2009                                                                     |   |   | 2008 |   |   | December 31, 2010 |   |
|                                                                                   |   |                      |      |   | (As Restated)                                                            |   |   | (As Restated) |   |   |   |   |
| Cash flows from Operating Activities:                                                  |   |                      |      |   |                                                                     |   |   |   |   |   |   |   |
| Net earnings (loss)                                                                    |   | $                         | (873,481  | )      |                                                                     | $      | 736,850 |   |   | $ | (4,584,309 | ) |   | $ | (136,631 | ) |
| Adjustments to reconcile net earnings (loss) to net cash used in operating activities: |   |                      |      |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation, depletion and amortization                                               |   |                      | -         |   |                                                                     |   | 804 |   |   |   | 25,641 |   |   |   | 804 |   |
| Impairment charge                                                                      |   |                      | -         |   |                                                                     |   | - |   |   |   | 467,995 |   |   |   | - |   |
| Issuance of common stock for services and debt conversion                              |   |                      | 179,004   |   |                                                                     |   | 149,500 |   |   |   | 238,500 |   |   |   | 328,504 |   |
| Loss on sale of investments                                                            |   |                      | -         |   |                                                                     |   | 157,939 |   |   |   | 860,000 |   |   |   | 157,939 |   |
| Gain on disposal of operations                                                         |   |                      | -         |   |                                                                     |   | - |   |   |   | (230,057 | ) |   |   |   |   |
| Stock based compensation expense                                                       |   |                      | -         |   |                                                                     |   | - |   |   |   | 786,980 |   |   |   |   |   |
| Changes in operating assets and liabilities                                            |   |                      | 190,978   |   |                                                                     |   | (1,404,071 | ) |   |   | (62,560 | ) |   |   | (1,213,093 | ) |
| Net cash used in operating activities                                                  |   |                      | (503,499  | )      |                                                                     |   | (358,978 | ) |   |   | (2,497,810 | ) |   |   | (862,477 | ) |
| Cash flows from investing activities:                                                  |   |                      |      |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |
| Net cash acquired upon effect of reverse acquisition                                   |   |                      | -         |   |                                                                     |   | - |   |   |   | 57,633 |   |   |   | - |   |
| Oil and gas properties exploration and development costs                               |   |                      | (536,934  | )      |                                                                     |   | (55,460 | ) |   |   | - |   |   |   | (592,394 | ) |
| Proceeds from sales of investments                                                     |   |                      | -         |   |                                                                     |   | 206,832 |   |   |   | 7,263,823 |   |   |   | 206,832 |   |
| Purchase of investments                                                                |   |                      | -         |   |                                                                     |   | - |   |   |   | (2,618,502 | ) |   |   | - |   |
| Purchase of exploration rights                                                         |   |                      | -         |   |                                                                     |   | - |   |   |   | (697,000 | ) |   |   | - |   |
| Purchase of concession investments                                                     |   |                      | -         |   |                                                                     |   | - |   |   |   | (1,720,000 | ) |   |   | - |   |
| Investment in mineral properties                                                       |   |                      | (42,050   | )      |                                                                     |   | - |   |   |   | - |   |   |   | (42,050 | ) |
| Net cash provided by (used in) investing activities                                    |   |                      | (578,984  | )      |                                                                     |   | 151,372 |   |   |   | 2,285,954 |   |   |   | (427,612 | ) |
|                                                                                   |   |                      |      |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from financing activities:                                                  |   |                      |      |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from loans                                                                    |   |                      | -         |   |                                                                     |   | 90,657 |   |   |   | 280,553 |   |   |   | 90,657 |   |
| Proceeds from sales of common stock                                                    |   |                      | 1,188,667 |   |                                                                     |   | 205,000 |   |   |   | - |   |   |   | 1,393,667 |   |
| Repayment of loan                                                                      |   |                      | -         |   |                                                                     |   | - |   |   |   | (60,000 | ) |   |   | - |   |
| Contribution from stockholder                                                          |   |                      | -         |   |                                                                     |   | - |   |   |   | 1,000 |   |   |   | - |   |
| Other proceeds                                                                         |   |                      | -         |   |                                                                     |   | - |   |   |   | 4,260 |   |   |   | - |   |
| Net cash provided by financing activities                                              |   |                      | 1,188,667 |   |                                                                     |   | 295,657 |   |   |   | 225,813 |   |   |   | 1,484,324 |   |
| Effect of Exchange Rates on Cash                                                       |   |                      | 811       |   |                                                                     |   |   |   |   |   |   |   |   |   | 811 |   |
| Net increase in cash                                                                   |   | $                         | 106,996   |   |                                                                     | $      | 88,051 |   |   | $ | 13,957 |   |   | $ | 195,047 |   |
| Cash - Beginning of period                                                             |   |                      | 102,008   |   |                                                                     |   | 13,957 |   |   |   | - |   |   |   | 13,957 |   |
| Cash - End of period                                                                   |   | $                         | 209,004   |   |                                                                     | $      | 102,008 |   |   | $ | 13,957 |   |   | $ | 209,004 |   |

----

|                                                         |   | Years ending December 31, |    |   | For the period from  January 1, 2009 (inception of thedevelopment stage) to |   |
|--------------------------------------------------------------|--------|------------------------------------------|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                         |   | 2010                                     |    |   | 2009                                                                                                                                    |   |   | 2008 |   |   | December 31, 2010 |   |
|                                                         |   |                                     |    |   | (As Restated)                                                                                                                           |   |   | (As Restated) |   |   |   |   |
| Changes in operating assets and liabilities consists of:     |   |                                     |    |   |                                                                                                                                    |   |   |   |   |   |   |   |
| (Increase) decrease in advances and other receivables        |   | $                                        | 129,850 |   |                                                                                                                                    | $      | - |   |   | $ | 1,914 |   |   | $ | 129,850 |   |
| (Increase) decrease in  other assets               |   |                                     | 33,140  |   |                                                                                                                                    |   | (176,634 | ) |   |   | - |   |   |   | (143,494 | ) |
| Increase (decrease) in accounts payable and accrued expenses |   |                                     | 25,228  |   |                                                                                                                                    |   | (1,227,437 | ) |   |   | (64,474 | ) |   |   | (1,202,209 | ) |
| Increase (decrease) in notes payable                         |   |                                     | 2,760   |   |                                                                                                                                    |   |   |   |   |   | - |   |   |   | 2,760 |   |
| Changes in assets and liabilities                            |   | $                                        | 190,978 |   |                                                                                                                                    | $      | (1,404,071 | ) |   | $ | (62,560 | ) |   | $ | (1,213,093 | ) |
|                                                         |   |                                     |    |   |                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Supplemental disclosure of cash flow information:            |   |                                     |    |   |                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Cash paid for interest                                       |   | $                                        | -       |   |                                                                                                                                    | $      | - |   |   | $ | - |   |   | $ | - |   |
| Cash paid for income taxes                                   |   | $                                        | -       |   |                                                                                                                                    | $      | - |   |   | $ | - |   |   | $ | - |   |
|                                                         |   |                                     |    |   |                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Supplementary information:                                   |   |                                     |    |   |                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Non cash financing and investing activities:                 |   |                                     |    |   |                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Issuance of common stock for mineral property                |   | $                                        | 55,776  |   |                                                                                                                                    | $      | - |   |   | $ | - |   |   | $ | 55,776 |   |
| Issuance of common stock for services                        |   | $                                        | 179,004 |   |                                                                                                                                    | $      | 149,500 |   |   | $ | 7,048 |   |   | $ | 328,504 |   |
| Issuance of common stock for debt                            |   | $                                        | -       |   |                                                                                                                                    | $      | 35,000 |   |   | $ | 143,600 |   |   | $ | 35,000 |   |

----

|                                            |   | Years Ending December 31, |     |   | For the period from January 1, 2009(inception of thedevelopment stage) to |   |
|-------------------------------------------------|--------|------------------------------------------|----------|--------|-----------------------------------------------------------------------------------------------------------------------------|--------|
|                                            |   | 2010                                     |     |   | 2009                                                                                                                        |   |   | 2009 |   |   | December 31, 2010 |   |
|                                            |   |                                     |     |   | (As Restated)                                                                                                               |   |   |   |   |   |   |   |
| Net earnings (loss)                             |   | $                                        | (873,481 | )      |                                                                                                                        | $      | 736,850 |   |   | $ | (4,597,801 | ) |   | $ | (136,631 | ) |
| Other comprehensive income (loss):              |   |                                     |     |   |                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |
| Foreign currency translation adjustment         |   |                                     | (34,833  | )      |                                                                                                                        |   | - |   |   |   | - |   |   |   | (34,833 | ) |
| Net change in other comprehensive income (loss) |   |                                     | (34,833  | )      |                                                                                                                        |   | - |   |   |   | - |   |   |   | (34,833 | ) |
| Comprehensive income (loss)                     |   | $                                        | (908,315 | )      |                                                                                                                        | $      | 736,850 |   |   | $ | (4,597,801 | ) |   | $ | (171,465 | ) |

----

----

----

----

----

|                                            |   | 2008   |       |
|-------------------------------------------------|--------|--------|------------|
|                                            |   |   |       |
| Net sales                                       |   | $      | (2,077,576 | ) |
|                                            |   |   |       |   |
| Impairment                                      |   |   | (467,994   | ) |
|                                            |   |   |       |   |
| Benefit (Provision) for income taxes            |   |   | 230,057    |   |
|                                            |   |   |       |   |
| Loss from discontinued operations, net of taxes |   | $      | (2,310,473 | ) |

----

----

----

|                                              |   | December 31,  |       |   |       |   |     | December 31,  |   |
|---------------------------------------------------|--------|---------------|------------|--------|------------|--------|----------|---------------|--------|
|                                              |   | 2009          |       |   | Adjustment |   |     | 2009          |   |
|                                              |   | (As Reported) |       |   |       |   |     | (As Restated) |   |
|                                              |   |          |       |   |       |   |     |          |   |
| ASSETS                                            |   |          |       |   |       |   |     |          |   |
|                                              |   |          |       |   |       |   |     |          |   |
| Current Assets:                                   |   |          |       |   |       |   |     |          |   |
| Cash                                              |   | $             | 102,008    |   |       | $      | -        |          |   | $ | 102,008 |   |
| Advances and other receivables                    |   |          | 137,776    |   |       |   | -        |          |   |   | 137,776 |   |
| Total current assets                              |   |          | 239,784    |   |       |   | -        |          |   |   | 239,784 |   |
|                                              |   |          |       |   |       |   |     |          |   |   |   |   |
| Investments in unproved oil and gas properties    |   |          | 1,470,713  |   |       |   | -        |          |   |   | 1,470,713 |   |
| Other assets                                      |   |          | 39,508     |   |       |   | -        |          |   |   | 39,508 |   |
|                                              |   |          |       |   |       |   |     |          |   |   |   |   |
| TOTAL ASSETS                                      |   | $             | 1,750,005  |   |       | $      | -        |          |   | $ | 1,750,005 |   |
|                                              |   |          |       |   |       |   |     |          |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY              |   |          |       |   |       |   |     |          |   |   |   |   |
|                                              |   |          |       |   |       |   |     |          |   |   |   |   |
| Current Liabilities:                              |   |          |       |   |       |   |     |          |   |   |   |   |
| Accounts payable                                  |   | $             | 134,192    |   |       | $      | -        |          |   | $ | 134,192 |   |
| Accrued expenses                                  |   |          | 267,029    |   |       |   | 97,741   |          |   |   | 364,770 |   |
| Notes payable                                     |   |          | 805,605    |   |       |   | -        |          |   |   | 805,605 |   |
| Total current liabilities                         |   |          | 1,206,826  |   |       |   | 97,741   |          |   |   | 1,304,567 |   |
|                                              |   |          |       |   |       |   |     |          |   |   |   |   |
| Commitments and Contingencies                     |   |          |       |   |       |   |     |          |   |   |   |   |
|                                              |   |          |       |   |       |   |     |          |   |   |   |   |
| Stockholders' Equity:                             |   |          |       |   |       |   |     |          |   |   |   |   |
| Preferred stock $0.0001 par value                 |   |          | -          |   |       |   | -        |          |   |   | - |   |
| Common stock $0.0001 par value                    |   |          | 2,384      |   |       |   | 37       |          |   |   | 2,421 |   |
| Additional paid-in capital                        |   |          | 4,121,632  |   |       |   | 15,463   |          |   |   | 4,137,095 |   |
| Earnings accumulated during the development stage |   |          | -          |   |       |   | 736,850  |          |   |   | 736,850 |   |
| Accumulated Deficit                               |   |          | (3,580,837 | )      |       |   | (850,091 | )             |   |   | (4,430,928 | ) |
| Accumulated other comprehensive loss              |   |          | -          |   |       |   | -        |          |   |   | - |   |
| Total stockholders' equity                        |   |          | 543,179    |   |       |   | (97,741  | )             |   |   | 445,438 |   |
|                                              |   |          |       |   |       |   |     |          |   |   |   |   |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        |   | $             | 1,750,005  |   |       | $      | -        |          |   | $ | 1,750,005 |   |

----

|                                                |   | Years Ending December 31, |       |   |        |   |
|-----------------------------------------------------|--------|---------------------------|------------|--------|-------------|--------|
|                                                |   | 2009                      |       |   | Adjustments |   |   | 2009 |   |
|                                                |   | (As Reported)             |       |   |        |   |   | (As Restated) |   |
| Costs and expenses:                                 |   |                      |       |   |        |   |   |   |   |
| General, and administrative                         |   | $                         | 478,404    |   |        | $      | 15,500 |   |   | $ | 493,904 |   |
| Loss on sale of investments                         |   |                      | 157,939    |   |        |   | - |   |   |   | 157,939 |   |
| Total costs and expenses                            |   |                      | 636,343    |   |        |   | 15,500 |   |   |   | 651,843 |   |
| Loss from operations                                |   |                      | (636,343   | )      |        |   | (15,500 | ) |   |   | (651,843 | ) |
|                                                |   |                      |       |   |        |   |   |   |   |   |   |   |
| Other Income (Expense):                             |   |                      |       |   |        |   |   |   |   |   |   |   |
| Interest income                                     |   |                      | 37,696     |   |        |   | - |   |   |   | 37,696 |   |
| Interest expense                                    |   |                      | (15,971    | )      |        |   | (97,741 | ) |   |   | (113,712 | ) |
| Other income                                        |   |                      | 582,441    |   |        |   | - |   |   |   | 582,441 |   |
| Gain on deconsolidation of variable interest entity |   |                      | 882,268    |   |        |   | - |   |   |   | 882,268 |   |
| Net other income (expense)                          |   |                      | 1,486,434  |   |        |   | (97,741 | ) |   |   | 1,388,693 |   |
| Income (loss) before income taxes                   |   |                      | 850,091    |   |        |   | (113,241 | ) |   |   | 736,850 |   |
|                                                |   |                      |       |   |        |   |   |   |   |   |   |   |
| Provision for income taxes                          |   |                      | -          |   |        |   | - |   |   |   | - |   |
| Net earnings (loss)                                 |   | $                         | 850,091    |   |        | $      | (113,241 | ) |   | $ | 736,850 |   |
|                                                |   |                      |       |   |        |   |   |   |   |   |   |   |
| Net earnings (loss) per common share:               |   |                      |       |   |        |   |   |   |   |   |   |   |
| Basic and Diluted                                   |   | $                         | 0.04       |   |        | $      | (0.01 | ) |   | $ | 0.03 |   |
| Weighted average common shares - basic and diluted  |   |                      | 23,107,329 |   |        |   | (328,066 | ) |   |   | 22,779,263 |   |

----

|                                                                                   |   | Years ending December 31, |       |
|----------------------------------------------------------------------------------------|--------|------------------------------------------|------------|
|                                                                                   |   | 2009                                     |       |   | Adjustments |   |   | 2009 |   |
|                                                                                   |   | (As Reported)                       |       |   |   |   |   | (As Restated) |   |
| Cash flows from Operating Activities:                                                  |   |                                     |       |   |   |   |   |   |   |
| Net earnings (loss)                                                                    |   | $                                        | 850,091    |   |   | $ | (113,241 | ) |   | $ | 736,850 |   |
| Adjustments to reconcile net earnings (loss) to net cash used in operating activities: |   |                                     |       |   |   |   |   |   |   |   |   |   |
| Depreciation, depletion and amortization                                               |   |                                     | 804        |   |   |   | - |   |   |   | 804 |   |
| Issuance of common stock for services                                                  |   |                                     | 174,500    |   |   |   | (25,000 | ) |   |   | 149,500 |   |
| Loss on sale of investments                                                            |   |                                     | 157,939    |   |   |   | - |   |   |   | 157,939 |   |
| Changes in operating assets and liabilities                                            |   |                                     | (1,501,812 | ) |   |   | 97,741 |   |   |   | (1,404,071 | ) |
| Net cash used in operating activities                                                  |   |                                     | (318,478   | ) |   |   | (40,500 | ) |   |   | (358,978 | ) |
| Cash flows from investing activities:                                                  |   |                                     |       |   |   |   |   |   |   |   |   |   |
| Oil and gas properties exploration and development costs                               |   |                                     | (55,460    | ) |   |   | - |   |   |   | (55,460 | ) |
| Proceeds from sales of investments                                                     |   |                                     | 206,832    |   |   |   | - |   |   |   | 206,832 |   |
| Net cash provided by (used in) investing activities                                    |   |                                     | 151,372    |   |   |   | - |   |   |   | 151,372 |   |
|                                                                                   |   |                                     |       |   |   |   |   |   |   |   |   |   |
| Cash flows from financing activities:                                                  |   |                                     |       |   |   |   |   |   |   |   |   |   |
| Proceeds from loans                                                                    |   |                                     | 90,657     |   |   |   | - |   |   |   | 90,657 |   |
| Proceeds from sales of common stock                                                    |   |                                     | 164,500    |   |   |   | 40,500 |   |   |   | 205,000 |   |
| Net cash provided by financing activities                                              |   |                                     | 255,157    |   |   |   | 40,500 |   |   |   | 295,657 |   |
| Net increase in cash                                                                   |   | $                                        | 88,051     |   |   |   |   |   |   | $ | 88,051 |   |
| Cash - Beginning of period                                                             |   |                                     | 13,957     |   |   |   |   |   |   |   | 13,957 |   |
| Cash - End of period                                                                   |   | $                                        | 102,008    |   |   |   |   |   |   | $ | 102,008 |   |
| Changes in operating assets and liabilities consists of:                               |   |                                     |       |   |   |   |   |   |   |   |   |   |
| (Increase) decrease in  other assets                                         |   |                                     | (176,634   | ) |   |   | - |   |   |   | (176,634 | ) |
| Increase (decrease) in accounts payable and accrued expenses                           |   |                                     | (1,325,178 | ) |   |   | 97,741 |   |   |   | (1,227,437 | ) |
| Changes in assets and liabilities                                                      |   | $                                        | (1,501,812 | ) |   | $ | 97,741 |   |   | $ | (1,404,071 | ) |
|                                                                                   |   |                                     |       |   |   |   |   |   |   |   |   |   |
| Supplemental disclosure of cash flow information:                                      |   |                                     |       |   |   |   |   |   |   |   |   |   |
| Cash paid for interest                                                                 |   | $                                        | -          |   |   | $ | - |   |   | $ | - |   |
| Cash paid for income taxes                                                             |   | $                                        | -          |   |   | $ | - |   |   | $ | - |   |
|                                                                                   |   |                                     |       |   |   |   |   |   |   |   |   |   |
| Supplementary information:                                                             |   |                                     |       |   |   |   |   |   |   |   |   |   |
| Non cash financing and investing activities:                                           |   |                                     |       |   |   |   |   |   |   |   |   |   |
| Issuance of common stock for mineral property                                          |   | $                                        | 55,776     |   |   | $ | - |   |   | $ | - |   |
| Issuance of common stock for services                                                  |   | $                                        | -          |   |   | $ | 35,000 |   |   | $ | 35,000 |   |

----

| Cash                     |   | $      | 57,623     |   |
|--------------------------|--------|--------|------------|--------|
| Prepaid expenses         |   |   | 1,924      |   |
| Property and equipment   |   |   | 462,842    |   |
| Accumulated depreciation |   |   | (94,719    | )      |
| Intangible asset-net     |   |   | 126,317    |   |
| Other assets             |   |   | 650        |   |
| Accounts payable         |   |   | (173,370   | )      |
| Accrued expenses         |   |   | (1,225,674 | )      |
| Convertible debt         |   |   | (397,340   | )      |
| Notes payable            |   |   | (240,655   | )      |
| Minority interests       |   |   | (225,797   | )      |
| Common stock             |   |   | (7,888     | )      |
| Deficit                  |   |   | 1,716,087  |   |
|                     |   | $      | -0-        |   |

----

----

|   | · | Consortium Ketsal Kilwa – 60% (managing partner) |
|--------|--------|--------------------------------------------------------|

|   | · | Ambika S.A. – 20% |
|--------|--------|-------------------------|

|   | · | SAHF – 20% |
|--------|--------|------------------|

----

|                                                                                   |   | Concession  |      |   | Exploration |   |      |   |   |
|----------------------------------------------------------------------------------------|--------|-------------|-----------|--------|-------------|--------|-----------|--------|--------|
|                                                                                   |   | Investments |      |   | Rights      |   |      | Total  |   |
|                                                                                   |   |        |      |   |        |   |      |   |   |
| At December 31, 2007                                                                   |   | $           | 2,300,000 |   |        | $      | —   |   |   | $ | 2,300,000 |   |
|                                                                                   |   |        |      |   |        |   |      |   |   |   |   |   |
| Adjustment of purchase price                                                           |   |        | (580,000  | )      |        |   | —   |   |   |   | (580,000 | ) |
|                                                                                   |   |        |      |   |        |   |      |   |   |   |   |   |
| Disposition of investment, net                                                         |   |        | (860,000  | )      |        |   | —   |   |   |   | (860,000 | ) |
|                                                                                   |   |        |      |   |        |   |      |   |   |   |   |   |
| Additional investment in 2008                                                          |   |        | 223,024   |   |        |   | 697,000   |   |   |   | 920,024 |   |
|                                                                                   |   |        |      |   |        |   |      |   |   |   |   |   |
| Equity in net earnings (loss)                                                          |   |        | —   |   |        |   | —   |   |   |   | - |   |
|                                                                                   |   |        |      |   |        |   |      |   |   |   |   |   |
| At December 31, 2008 (classified as investment in non-consolidated affiliates in 2008) |   |        | 1,083,024 |   |        |   | 697,000   |   |   |   | 1,780,024 |   |
|                                                                                   |   |        |      |   |        |   |      |   |   |   |   |   |
| Additional investments in 2009 for well overhaul costs, canons and insurance           |   |        | 349,000   |   |        |   | —   |   |   |   | 349,000 |   |
|                                                                                   |   |        |      |   |        |   |      |   |   |   |   |   |
| Adjustment of additional investment during 2009 and 2008                               |   |        | (293,540  | )      |        |   | —   |   |   |   | (293,540 | ) |
|                                                                                   |   |        |      |   |        |   |      |   |   |   |   |   |
| Disposition of investment, net                                                         |   |        | (364,771  | )      |        |   | —   |   |   |   | (364,771 | ) |
|                                                                                   |   |        |      |   |        |   |      |   |   |   |   |   |
| At December 31,2009                                                                    |   |        | 773,713   |   |        |   | 697,000   |   |   |   | 1,470,713 |   |
|                                                                                   |   |        |      |   |        |   |      |   |   |   |   |   |
| Additional investments in canons                                                       |   |        | 139,762   |   |        |   | —   |   |   |   | 139,742 |   |
|                                                                                   |   |        |      |   |        |   |      |   |   |   |   |   |
| Drilling and development costs                                                         |   |        | —   |   |        |   | 397,172   |   |   |   | 397,172 |   |
|                                                                                   |   |        |      |   |        |   |      |   |   |   |   |   |
| Translation gain (loss)                                                                |   |        | (19,995   | )      |        |   | (15,642   | )      |   |   | (35,597 | ) |
|                                                                                   |   |        |      |   |        |   |      |   |   |   |   |   |
| At December 31, 2009                                                                   |   | $           | 893,520   |   |        | $      | 1,978,539 |   |   | $ | 1,972,050 |   |

----

|  December 31, 2010 |   |  Total |      |   | Quoted Prices in ActiveMarkets for IdenticalAssets (Level 1) |   |    | Significant OtherObservable Inputs(Level 2) |   |   | SignificantUnobservableInputs (Level 3) |   |
|-----------------------------------|--------|-------------|-----------|--------|-------------------------------------------------------------------------------------------------|--------|---------|------------------------------------------------------------|--------|--------|---------------------------------------------------|--------|
| Cash and cash equivalents         |   | $           | 209,004   |   |                                                                                            | $      | 209,004 |                                                       |   | $      | -                                                 |   |   | $ | - |   |
| Unproved oil and gas properties   |   |        | 1,972,050 |   |                                                                                            |   |    |                                                       |   |   |                                              |   |   |   | 1,972,050 |   |
| Investment in mineral properties  |   |        | 98,269    |   |                                                                                            |   |    |                                                       |   |   |                                              |   |   |   | 98,269 |   |
| Total                             |   | $           | 2,279,323 |   |                                                                                            | $      | 209,004 |                                                       |   | $      | -                                                 |   |   | $ | 2,070,319 |   |

|   December 31, 2009 |   |  Total |      |   | Quoted Prices in ActiveMarkets for IdenticalAssets (Level 1) |   |    | Significant OtherObservable Inputs(Level 2) |   |   | SignificantUnobservableInputs (Level 3) |   |
|-----------------------------------------|--------|-------------|-----------|--------|-------------------------------------------------------------------------------------------------|--------|---------|------------------------------------------------------------|--------|--------|---------------------------------------------------|--------|
| Cash and cash equivalents               |   | $           | 102,008   |   |                                                                                            | $      | 102,008 |                                                       |   | $      | -                                                 |   |   | $ | - |   |
| Unproved oil and gas properties         |   |        | 1,470,713 |   |                                                                                            |   |    |                                                       |   |   |                                              |   |   |   | 1,470,713 |   |
| Total                                   |   | $           | 1,572,712 |   |                                                                                            | $      | 102,008 |                                                       |   | $      | -                                                 |   |   | $ | 1,470,713 |   |

|   December 31, 2008    |   |  Total |      |   | Quoted Prices in ActiveMarkets for IdenticalAssets (Level 1) |   |   | Significant OtherObservable Inputs(Level 2) |   |   | SignificantUnobservableInputs (Level 3) |   |
|--------------------------------------------|--------|-------------|-----------|--------|-------------------------------------------------------------------------------------------------|--------|--------|------------------------------------------------------------|--------|--------|---------------------------------------------------|--------|
| Cash and cash equivalents                  |   | $           | 13,957    |   |                                                                                            | $      | 13,957 |                                                       |   | $      | -                                                 |   |   | $ | - |   |
| Investments in non-consolidated affiliates |   |        | 1,780,024 |   |                                                                                            |   |   |                                                       |   |   |                                              |   |   |   | 1,780,024 |   |
| Total                                      |   | $           | 1,793,981 |   |                                                                                            | $      | 13,957 |                                                       |   | $      | -                                                 |   |   | $ | 1,780,024 |   |

----

| December 31,                                                                         |   | 2010   |    |   | 2009   |   |    | 2008   |   |
|--------------------------------------------------------------------------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
| Notes payable to three investors, interest at 8%, due August 10, 2011                |   |   | 150,655 |   |   |   | 150,655 |   |   |   | 150,655 |   |
| Note payable to third party, interest at 6% due April 2009 (1)                       |   |   | -       |   |   |   | -       |   |   |   | 30,000 |   |
| Note payable to third party, interest at 6%, due August 10, 2011                     |   |   | 15,000  |   |   |   | 15,000  |   |   |   | - |   |
| Note payable to third party interest at 6%, due September 20, 2007                   |   |   | 60,000  |   |   |   | 60,000  |   |   |   | - |   |
| Notes payable to stockholders and related parties, interest at 6%, due June 20, 2012 |   |   | 388,970 |   |   |   | 401,201 |   |   |   | 280,553 |   |
| Notes payable to third party, interest at 6%, due August 10, 2011               |   |   | 193,740 |   |   |   | 178,740 |   |   |   | - |   |
| Total                                                                                |   | $      | 808,365 |   |   | $      | 805,605 |   |   | $ | 461,208 |   |

| December 31,         |   | 2010   |    |   | 2009   |   |    | 2008   |   |
|----------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
| Accrued compensation |   | $      | 141,806 |   |   | $      | 131,806 |   |   | $ | 694,804 |   |
| Accrued interest     |   |   | 141,207 |   |   |   | 97,741  |   |   |   | 66,664 |   |
| Accrued expenses     |   |   | 131,534 |   |   |   | 135,223 |   |   |   | 668,591 |   |
|                 |   |   |    |   |   |   |    |   |   |   |   |   |
| Total                |   | $      | 414,548 |   |   | $      | 364,770 |   |   | $ | 1,363,395 |   |

| December 31,                      |   | 2010   |       |   | 2009   |   |       | 2008   |   |
|-----------------------------------|--------|--------|------------|--------|--------|--------|------------|--------|--------|
| Net operating loss carry-forwards |   | $      | 1,772,000  |   |   | $      | 1,440,700  |   |   | $ | 1,728,000 |   |
|                              |   |   |       |   |   |   |       |   |   |   |   |   |
| Less valuation allowance          |   |   | (1,772,000 | )      |   |   | (1,440,700 | )      |   |   | (1,728,000 | ) |
|                              |   |   |       |   |   |   |       |   |   |   |   |   |
| Deferred income tax assets, net   |   | $      | —    |   |   | $      | —    |   |   | $ | — |   |

----

----

----

----

| Exhibit No. |   | Description of Exhibits                                                                                                                                                                                                                                                  |
|-------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                                     |
| 3.1         |   | Articles of Incorporation of the Company, as currently in effect, incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to the Company's Registration Statement on Form 10-SB filed with the Commission on June 15, 2000.                                   |
|        |   |                                                                                                                                                                                                                                                                     |
| 3.1a        |   | Amendment to Certificate of Incorporation, filed September 1, 2004. Incorporated herein by reference to Exhibit 3.1a to the Company's Current Report on Form 8-K, filed with the Commission on September 3, 2004.                                                        |
|        |   |                                                                                                                                                                                                                                                                     |
| 3.1b        |   | Form of Restatement of Certificate of Incorporation of Delta Mutual, Inc., as amended. Incorporated herein by reference to Exhibit 3.1b to the Company's Quarterly Report on Form 10-QSB, filed with the Commission on November 15, 2004.                                |
|        |   |                                                                                                                                                                                                                                                                     |
| 3.2         |   | By-Laws of the Company. Incorporated herein by reference to Exhibit 3.2 to Amendment No. 1 to the Company's Registration Statement on Form 10-SB filed with the Commission on June 15, 2000.                                                                             |
|        |   |                                                                                                                                                                                                                                                                     |
| 3.2a        |   | Amendment to Article III, Section I of the By-Laws. Incorporated herein by reference to the Company's quarterly report on Form 10-QSB, filed with the Commission on November 21, 2000.                                                                                   |
|        |   |                                                                                                                                                                                                                                                                     |
| 3.1c        |   | Certificate of Amendment to Certificate of Incorporation, filed June 26,2007. Incorporated herein by reference to, Exhibit 3.1c to the Company's quarterly report on Form 10- QSB, filed with the Commission on August 10, 2007.                                         |
|        |   |                                                                                                                                                                                                                                                                     |
| 3.1d        |   | Form of Restatement of Certificate of Incorporation of Delta Mutual, Inc., as amended. Incorporated herein by reference to Exhibit 3.1d to the Company's quarterly report on Form 10- QSB, filed with the Commission on August 10, 2007.                                 |
|        |   |                                                                                                                                                                                                                                                                     |
| 3.1e        |   | Certificate of Amendment to Certificate of Incorporation, filed May 13, 2009. Incorporated herein by reference to Exhibit 3.1e to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 6, 2009.                                        |
|        |   |                                                                                                                                                                                                                                                                     |
| 3.1f        |   | Form of Restatement of Certificate of Incorporation of the Company, as amended. Incorporated herein by reference to Exhibit 3.1f to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 6, 2009.                                      |
|        |   |                                                                                                                                                                                                                                                                     |
| 4.2a        |   | Delta Mutual, Inc. 2004 Stock Option Plan. Incorporated herein by reference to Exhibit B to the Company's Definitive Proxy Statement, filed with the Commission on June 16, 2004.                                                                                        |
|        |   |                                                                                                                                                                                                                                                                     |
| 4.6         |   | 4% Convertible Promissory Note of the Company due May 2006 issued in the principal amount of $193,740 on May 12, 2004. Incorporated herein by reference to Exhibit 4.6 to the Company's Quarterly Report on Form 10-QSB, filed with the Commission on November 15, 2004. |

----

| 4.6a   |   | Amendment, dated as of May 2, 2006, to 4% Convertible Promissory Note in the principal amount of $193,740. Incorporated herein by reference to Exhibit 4.6a to the Company’s Annual Report on Form 10-KSB, filed with the Commission on April 2, 2007.                                         |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                 |
| 4.6b   |   | Amendment, dated as of July 6, 2006, to 4% Convertible Promissory Note in the principal amount of $193,740. Incorporated herein by reference to Exhibit 4.6b to the Company’s Annual Report on Form 10-KSB, filed with the Commission on April 2, 2007.                                        |
|   |   |                                                                                                                                                                                                                                                                                                 |
| 4.6c   |   | Amendment, dated as of September 8, 2006, to 4% Convertible Promissory Note in the principal amount of $193,740. Incorporated herein by reference to Exhibit 4.6c to the Company’s Annual Report on Form 10-KSB, filed with the Commission on April 2, 2007.                                   |
|   |   |                                                                                                                                                                                                                                                                                                 |
| 4.6d   |   | Amendment, dated as of November 21, 2006, to 4% Convertible Promissory Note in the principal amount of $193,740. Incorporated herein by reference to Exhibit 4.6d to the Company’s Annual Report on Form 10-KSB, filed with the Commission on April 2, 2007.                                   |
|   |   |                                                                                                                                                                                                                                                                                                 |
| 4.6e   |   | Amendment, dated April 4, 2007, to 4% Convertible Promissory Note in the Principal Amount of $193,740. Incorporated herein by reference to Exhibit 4.6e to the Company's quarterly report on Form 10-QSB, filed with the Commission on August 10, 2007.                                              |
|   |   |                                                                                                                                                                                                                                                                                                 |
| 4.6f   |   | Amendment, dated September 7, 2007 to Convertible Promissory Note in the principal amount of $193,740. Incorporated herein by reference to Exhibit 4.6f to the Company's quarterly report on Form 10-QSB, filed with the Commission on November 9, 2007.                                             |
|   |   |                                                                                                                                                                                                                                                                                                 |
| 10.15  |   | Strategic Alliance Agreement, dated September 10, 2003, between Delta-Envirotech, Inc. and ZAFF International Ltd. Incorporated herein by reference to Exhibit 99.2 to the Company's current report on Form 8-K, filed with the Commission on January 22, 2004.                                      |
|   |   |                                                                                                                                                                                                                                                                                                 |
| 10.16  |   | Agreement, dated January 14, 2004, by and between Delta Mutual, Inc. and Hi-Tech Consulting and Construction, Inc. Incorporated herein by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-KSB, filed with the Commission on April 6, 2004.                                      |
|   |   |                                                                                                                                                                                                                                                                                                 |
| 10.26  |   | Executive Employment Agreement, dated May 23, 2005, between Delta Mutual, Inc. and Martin G. Chilek. Incorporated herein by reference to Exhibit 10.26 to the Company's Current Report on Form 8-K, filed with the Commission on May 25, 2005.                                                       |
|   |   |                                                                                                                                                                                                                                                                                                 |
| 10.33e |   | Form of Amended and Restated 8% Term Notes issued March 6, 2008 by Delta  Mutual, Inc. in the aggregate principal amount of $150,655. Incorporated herein by reference to Exhibit 10.33e to the Company’s Annual Report on Form 10-KSB, filed with the Commission on April 15, 2008. |

----

| 10.35  |   | Membership Interest Purchase Agreement, dated March 4, 2008, between Delta Mutual, Inc. and Egani, Inc. Incorporated herein by reference to Exhibit 10.35 to the Company’s Current Report on Form 8-K, filed with the Commission on March 11, 2008.                      |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                           |
| 10.36  |   | Consulting Services Agreement, dated September 10, 2007, between Delta Mutual, Inc. and Security Systems International, Inc. Incorporated herein by reference to Exhibit 10.36 to the Company’s Current Report on Form 8-K, filed with the Commission on March 11, 2008. |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.37  |   | Form of 6% promissory notes issued March 6, 2008 by the Company in the aggregate principal amount of $121,000. Incorporated herein by reference to Exhibit 10.37 to the Company’s Current Report on Form 8-K, filed with the Commission on March 11, 2008.               |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.37a |   | Amendment, dated September 2, 2008,to 6% Promissory Note in the principal amount of $21,000. Incorporated herein by reference to Exhibit 10.37a to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 18, 2008.                          |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.37b |   | Amendment, dated as of September 18, 2008, to 6% Promissory Note in the principal amount of $100,000. Incorporated herein by reference to Exhibit 10.37b to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 18,  2008.      |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.38  |   | 6% Promissory Note of the Company issued in the principal amount of $20,000 on April 15, 2008. Incorporated herein by reference to Exhibit 10.38 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on July 3, 2008.                              |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.38a |   | Amendment, dated as of October 8, 2008, to 6% Promissory Note in the principal amount of $20,000. Incorporated herein by reference to Exhibit 10.38a to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 18, 2008.                     |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.39  |   | 6% Promissory Note of the Company issued in the principal amount of $9,550 on April 28, 2008. Incorporated herein by reference to Exhibit 10.39 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on July 3, 2008.                               |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.39a |   | Amendment, dated as of October 10, 2008, to 6% Promissory Note in the principal amount of $9,550. Incorporated herein by reference to Exhibit 10.39a to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 18, 2008.                     |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.40  |   | 6 % Promissory Note of the Company issued in the principal amount of $16,900 on May 14, 2008. Incorporated herein by reference to Exhibit 10.40 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on July 3, 2008.                               |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.40a |   | Amendment, dated as of November 4, 2008, to 6% Promissory Note in the principal amount of $16,900. Incorporated herein by reference to Exhibit 10.40a to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 18, 2008.                    |

----

| 10.42  |   | 6% Promissory Note of the Company issued in the principal amount of $22,413 on July 7, 2008. Incorporated herein by reference to Exhibit 10.42 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 18, 2008.                                                           |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                           |
| 10.43  |   | 6% Promissory Note of the Company issued in the principal amount of $13,350 on September 18,2008. Incorporated herein by reference to Exhibit 10.43 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 18, 2008.                                                      |
|   |   |                                                                                                                                                                                                                                                                                                           |
| 10.44  |   | 6% Promissory Note of the Company issued in the principal amount of $16,650 on September 19,2008. Incorporated herein by reference to Exhibit 10.44 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 18, 2008.                                                      |
|   |   |                                                                                                                                                                                                                                                                                                           |
| 10.45  |   | 6% Promissory Note of the Company issued in the principal amount of $10,000 on October 3, 2008. Incorporated herein by reference to Exhibit 10.45 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 18, 2008.                                                        |
|   |   |                                                                                                                                                                                                                                                                                                           |
| 10.46  |   | 6% Promissory Note of the Company issued in the principal amount of $28,500 on October 22, 2008. Incorporated herein by reference to Exhibit 10.46 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 18, 2008.                                                       |
|   |   |                                                                                                                                                                                                                                                                                                           |
| 10.47  |   | 6% Promissory Note dated as of November 20, 2008 by Delta Mutual, Inc. to Santiago Peralta in the principal amount of $14,000. Incorporated herein by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.                               |
|   |   |                                                                                                                                                                                                                                                                                                           |
| 10.48  |   | Amendment dated as of November 24, 2008 to 6% promissory notes issued to Egani, Inc. in the aggregate principal amount of $43,900. Incorporated herein by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.                           |
|   |   |                                                                                                                                                                                                                                                                                                           |
| 10.48a |   | Second Amendment, dated as of April 16, 2009, to 6% promissory notes issued to Egani, Inc. Incorporated herein by reference to Exhibit 10.48a to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 20, 2009.                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                           |
| 10.49  |   | Amendment dated as of December 14, 2008 to 6% promissory notes issued to Security Systems International, Inc. in the aggregate principal amount of $136,900. Incorporated herein by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009. |
|   |   |                                                                                                                                                                                                                                                                                                           |
| 10.49a |   | Second Amendment, dated as of April 16, 2009, to 6% promissory notes issued to Security Systems International, Inc. Incorporated herein by reference to Exhibit 10.49a to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 20, 2009.                                        |
|   |   |                                                                                                                                                                                                                                                                                                           |
| 10.50  |   | 6% Promissory Note dated as of December 15, 2008 to Security Systems International, Inc. in the principal amount of $8,190. Incorporated herein by reference to Exhibit 10.50 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.                                  |

----

| 10.51  |   | 6% Promissory Note dated as of January 22, 2009 to Security Systems International, Inc. in the principal amount of $7,686. Incorporated herein by reference to Exhibit 10.51 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.                                                                        |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                |
| 10.52  |   | 6% Promissory Note dated as of February 10, 2009 to Security Systems International, Inc. in the principal amount of $15,950. Incorporated herein by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                |
| 10.53  |   | 6% Promissory Note dated as of February 18, 2009 to Security Systems International, Inc. in the principal amount of $5,000. Incorporated herein by reference to Exhibit 10.53 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                |
| 10.54  |   | 6% Promissory Note dated as of February 19, 2009 to Malcolm W. Sherman in the principal amount of $5,000. Incorporated herein by reference to Exhibit 10.54 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                |
| 10.55  |   | 6% Promissory Note dated as of March 20, 2009 to Security Systems International, Inc. in the principal amount of $19,767. Incorporated herein by reference to Exhibit 10.55 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                |
| 10.56  |   | 6% Promissory Note dated as of March 25, 2009 to Security Systems International, LLC in the principal amount of $8,577. Incorporated herein by reference to Exhibit 10.56 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                |
| 10.57  |   | 6% Promissory Note dated as of April 2, 2009 to Security Systems International, LLC in the principal amount of $14,987. Incorporated herein by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                |
| 10.57a |   | Amended and Restated 6% Promissory Noted dated as of April 15, 2009 to Security Systems International LLC. Incorporated herein by reference to Exhibit 10.57a to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 6, 2009.                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                |
| 10.58  |   | Agreement, dated as of November 1, 2009, between the Company and Valucorp. Incorporated herein by reference to Exhibit 10.58 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 15, 2010.                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                |
| 10.59  |   | Note Extension Agreement, dated December 31, 2009, between the Company and Neil Berman, the Anthony Panariello Trust, the Danielle Panariello Trust and the Michaela Panariello Trust.  Incorporated herein by reference to Exhibit 10.59 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 15, 2010. |
|   |   |                                                                                                                                                                                                                                                                                                                                                |
| 10.60  |   | Partnership Agreement on Kaia Mining Properties, dated March 12, 2010, by and among Southamerican Hedge Fund, Oscar Daniel Chedrese and Servicios Mineros SA.  Incorporated herein by reference to Exhibit 10.60 to the Company’s Annual Report on Form 10-K, filed with the Commission on May 16, 2011.                            |

----

| 14.    |   | Delta Mutual, Inc. Code of Conduct and Business Ethics. Incorporated herein by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on April 14, 2005. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                        |
| 31     |   | Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.                                                         |
|   |   |                                                                                                                                                                                                        |
| 32     |   | Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.          |

----

|                               | DELTA MUTUAL, INC.                                                              |
|------------------------------------|---------------------------------------------------------------------------------|
|                               |                                                                            |
| Dated:  February28, 2012 |                                                                            |
|                               |                                                                            |
|                               | By:/s/ Daniel R. Peralta                                                        |
|                               | Daniel R. Peralta                                                               |
|                               | President, Chief Executive Officerand Principal Financial andAccounting Officer |

| /s/ Daniel R. Peralta                                              |   |
|--------------------------------------------------------------------|--------|
| Daniel R. Peralta, President, Chief Executive Officer and Director |
|                                                               |   |
| /s/ Malcolm W. Sherman                                             |   |
| Malcolm W. Sherman                                                 |   |
| Executive Vice President and Director                              |   |

----